The SEBI (Disclosure & Investor Protection) Guidelines amended on 24th February 2009 and click here to download the amended full SEBI (DIP) Guidelines, 2009 @ http://www.sebi.gov.in/guide/dip2009.pdf
Major highlights by CS Adhithya of Cool CS:
- Timelimit for bonus issue reduced to 15/60 days from the date of Board meeting [erstwhile 6 months]
- Enhanced the period of validity of observation letter issued by SEBI to 12 months [erstwhile 3 months]
- Floor price or price band can be announced after registration of RHP with RoC but 2 working days before issue opens
- Enhanced the upfront amount payable on Preferntial allotment from 10 to 25%
The brief of the amendments are as under:
Opening of Public Issue
An issue shall open within 12 months from the date of issuance of the observation letter by SEBI, if any or within 3 months from the 31st day from the date of filing of the draft offer document with SEBI, if no observation letter is issued.
Requirement of filing updated offer document
File an updated offer document with SEBI, highlighting all changes made in the document and in case of 'significant changes' in the offer document, it shall be filed with SEBI atleast 1 month before filing final prospectus with RoC/SE;
Change in Timelines of Bonus Issue
Shall be completed WITHIN 60 days from the Date of Board Resolution, where-in bonus was announced subject to Shareholders approval OR WITHIN 15 days from the Date of Board Resolution authorising such issue. Once resolved, the board shall not have the option of changing the decision.
Option not to disclose the floor price or price band
Where the issuer has not disclosed floor price or price band in prospectus filed with RoC/SE, it shall be disclosed atleast 2 working days before opening of the bid in case of IPO and atleast 1 working day before the opening of the bid in case of FPO, by way of an announcement in all thenewspapers in which the pre-issue advertisement was released by the issuer or the merchant banker;
Justification for Price in some cases
Justification for price is required to be given in the Offer Document and further, if the Issuer has not disclosed floor price or price band in the prospectus and taken an option to disclose it before 2 working days (for IPO) or 1 working day (for FPO) before opening of an issue, then, announcement shall contain the relevant financial ratios, computed for both upper and lower end of the price band and the basis of issue price or prescribed statements to guide investors in RHP which are,
(a) a statement that the floor price or price band, as the case may be, shall be disclosed at least two working days (in case of an initial public offer) and at least one working day (in case of a further public offer) before the opening of the bid);
(b) a statement that the investors may be guided in the meantime by the secondary market prices (in case of a further public issue);
(c) names and editions of the newspapers where the announcement of the floor price or price band would be made;
(d) names of websites (with address), journals or other media in which the said announcement will be made.
Preferential Allotment of Warrants
For preferential allotment of warrants minimum 25% paid at the time of allotment upfront and if warrant is not exercised, then such 25% money is forfeited.
Lock-in Requirements under Preferential Issue
Shares issued to Promoters (UPTO 20% Post-Issue Capital) | Lock-in for 3 years |
Total Post-Issue Capital UPTO 20% | Lock-in for 3 years |
Shares issued as Preferential allotment to promoter or promoter group [other than above] or to others | Lock-in for 1 year |
Note: Lock-in of convertible instruments (other than Warrants) shall be reduced to the extent of lock-in of such convertible instruments.
Requirements when listed less than 6 months & lock-in
If the Co is listed for less than 6 months, then for such issue (other than to QIB's upto 5) consider the highest of IPO price or Value per share as 391 to 394 Scheme or average weekly high & low closing prices of such period or 2 weeks preceeding relevant date and recompute the price after 6 months, the difference shall be paid by the allottees to the company, otherwise such securities shall continue lock-in till the amount is paid.
Impact of Relaxation under Regulations 29A of Takeover Code
Shareholder (to whom preferential allotment is made) should not have sold such shares during last 6 months (unless relaxed u/R 29A of SEBI Takeover Code).
Preferential Allotment should be completed WITHIN fifteen days from the passing of the resolution (unless relaxed u/R 29A of SEBI Takeover Code).
Copies of Certificate of Statutory Auditor of the Company (Pracitsing CA certificate is allowed only when relaxation u/R 29A of SEBI Takeover Code) certifying that such issue is in compliance with the requirements of the SEBI guidelines, has to be laid @ the General Meeting convened to get the approval for issue of shares.
In case of relaxations granted under Regulation 29A of SEBI Takeover Code, the requirements regarding pricing, lock-in, disclosures in explanatory statement and Certification shall not be applicable to preferential allotment of equity shares, fully convertible debenture and partly convertible debentures ONLY IF an adequate disclosure about the plan is given in the Explanatory Statement.
Exemption from Rule 19(2)(b)
There is a relaxation of the strict enforcement of requirements of rule 19(2)(b) [requirement of 25% of offer to public on initial listing] of the SCRR, 1957 where an unlisted company intends to list its shares issued to the shareholders of a listed company pursuant to a scheme of arrangement approved by a High Court, without making an initial public offer OR for proposal for listing of Equity shares with differential rights as to dividend, voting or otherwise, offered through rights or bonus issue OR Warrants issued along with Non Convertible Debentures through Qualified Institutions Placement by a listed issuer.
